20051202Application.pdf

825 N.E, Multnomah St,
Portland OR 97232
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December 1 , 2005
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PACIFIC POWER UTAH POWER
VIA OVERNIGHT MAIL
Idaho Public Utilities Commission
472 West Washington
Boise, ill 83702-5983 PAC-E--o5-
Attention:Jean D. Jewell
Commission Secretary
Re:Application ofPacifiCorp for Approval of an Electric Service Agreement
with Nu- West Industries
PacifiCorp (d.a. Utah Power & Light Company), hereby submits for filing an original
and eight (8) copies ofPacifiCorp s Application for approval of an electric service
agreement with Nu-West Industries dated October 31 , 2005. The Agreement replaces an
electric service agreement dated December 10 2001, approved by the Idaho Public
Utilities Commission in Case No. PAC-01-17.
It is respectfully requested that all formal correspondence and Staff requests regarding
this material be addressed to:
Bye-mail (preferred):datareq uest(fYp ac ifi corp. com
By regular mail:Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 800
Portland, Oregon, 97232
By fax:[phone]
Sincerely,
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D. Douglas Larson
Vice President, Regulation
cc: Service List
Enclosures
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James M. Van Nostrand, ISB# 7323
STOEL RIVES LLP
900 SW Fifth Avenue, Suite 2600
Portland, OR 97204-1268
Telephone: [phone]
Fax: [phone]
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Attorney for PacifiCorp dba Utah
Power & Light Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
In the Matter of the Application ofPacifiCorp,
dba Utah Power & Light Company for
Approval of an Electric Service Agreement
with Nu- West Industries
Case No. f3A E. -0$ - '(
APPLICATION OF P ACIFICORP
This Application is filed by PacifiCorp dba Utah Power & Light Company ("Utah
Power" or the "Company ) for approval of an electric service agreement with Nu- West
Industries ("Nu- W est") dated October 31, 2005 ("Agreement"). The Agreement replaces an
electric service agreement ("Existing Agreement") dated December 10, 2001 , approved by the
Idaho Public Utilities Commission ("Commission ) in Case No. PAC-Ol-17.
Utah Power is a public utility doing business in the state ofIdaho and subject
to the jurisdiction of the Commission.
Nu- West is a Delaware corporation conducting business at facilities for the
production of phosphate fertilizer located at Soda Springs, Idaho.
Communications regarding this Application should be addressed to:
APPLICATION OF P ACIFICORP -
Portlnd2-4541666,10020017-00047
Bob Lively
ACIFICORP
201 South Main, Suite 2300
Salt Lake City, Utah 84140-0023
Telephone: [phone]
Fax: [phone]
James M. Van Nostrand
STOEL RIVES LLP
900 SW Fifth Avenue, Suite 2600
Portland, OR 97204-1268
Telephone: [phone]
Fax: [phone]
A copy of the Agreement is attached to this Application.
The Existing Agreement governing electric service to Nu- West terminates
effective December 31 , 2005. The Agreement will become effective January 1 , 2006, subject
to approval by the Commission, and will terminate on December 31 2010.
On October 26, 2005, in compliance with Commission in Order No. 29833
approving the Stipulation in Case No. PAC-05-, the Company submitted the Revised
Tariff Sheet No. 400., reflecting new rates for Nu- West pursuant to the Stipulation. The
Company requested an effective date of January 1 , 2006.
Section 8.1 of the Agreement provides that PacifiCorp may terminate the
Agreement if the order approving the Agreement does not provide for the direct assignment of
the revenues and costs from the Agreement to the Idaho jurisdiction for rate making purposes.
Accordingly, the Company requests that the order approving the Agreement include an
acknowledgement that the revenues and costs related to service under the Agreement are
properly assigned to the state of Idaho for rate making purposes.
APPLICATION OF P ACIFICORP - 2
Portlnd2-4541666.1oo20017-oo047
Section 8.3 of the Agreement provides that Commission has the authority to
modify the rates for service under the Agreement under the same standard that applies to tariff
customers generally. Commission-authorized tariff rate changes, including surcharges or
credits that apply to service to tariff customers generally, will also apply to service under the
Agreement. Accordingly, the Company requests that, except as provided in Section 4.2 of the
Agreement, the order approving the Agreement include an acknowledgement that rates for
service to Nu-West are subject to modification by the Commission under the same standard
that applies to tariff customers generally.
Utah Power requests that this Application be processed under modified
procedure pursuant to Rules 201 through 204 of the Commission s Rules of Procedure.
WHEREFORE, Utah Power respectfully requests that the Commission process this
Application under modified procedure and approve the new electric service agreement dated
October 31 , 2005 for service to Nu- West's EI Paso substation.
DATED: December 1 , 2005.
Respectfully submitted
es M. Van Nostrand, ISB# 7323
Attorney for PacifiCorp,
dba Utah Power & Light Company
APPLICA nON OF P ACIFICORP - 3
Portlnd2-4541666.1 0020017-00047
ELECTRIC SERVICE AGREEMENT
between
P ACIFTCORP
and
NU-""EST INDUSTRiES, JNC.
This ELECTRIC SERVICE AGREEM,ENT (this "Agreerl.1eot"). entered into on this
"7/ day of October, 2005 is by and between PacifiCorp, an Oregon corporation
CPacifiCorp ), and Nu-West Tndustries Inc., a Delaware corporation e"Nu-Wcst") having a place::
of business within the State of Idaho, located at Soda Springs, Idaho within the county of
Caribou. PacifiCorp and Nu-West arc sometimes refeITed to separately as a "Party" and
collectively as "Parties
vYHEREAS, PacifiCorp is cuITently the pTOvider of retail electric energy and power to
Nu-West's phosphate fertilizer production facilities served by Nu-\\Test s El Paso Substation
located at Soda Springs, Idaho, and
WHEREAS, Nu-West dl::sircs to purchase all firm power and energy requirements for the
Facilities under this Agreement, and
WHEREAS, PacifiCol1' desires to be the exclusive provider of all firm power and energy
to Nu-West's facilities, and
NOW , THEREFORE. the parries hereto agree as follows:
SECTiON 1: DEFINITIONS
As used in this Agreement., the following terms shall have the follov.ring meanings:
1.1 Agreement:This Electric Service Agreement and any renewals thereof.
Billing; Dcmand: The Demand in k.i10watts("kW") which is used to dctclmrnc the Demand
(power) charges in accordance with The provisions of this Agreement.
1.3 BilJ.jlUl Period:The period of approximateJy thirty (30) days interveJJjng between regular
successive meter readings.
1.4 Commission: The Public Utilities Commission ofthe state ofIdaho.
1.5 Contract Demand: The specified Demand in kW that Nu-West requires to meet its 10ad
requirements and that 'PacifiCorp agrees to supply and have available for delivery to Nu-
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West, which shall be 20,000 kW unless otherwise agreed in writing in accordance with the
tcuns of this Agreement.
1.6 Demand: The rate in kW at which PacifiCoTp delivers e1ectric energy to Nu-West either at
a given instarJ,t or averaged over any designated period oftilne.
1. 7 Electric Service Regulations ; Pa~ifiCorp s clJ.ITtmtly c::ff~ctivc:: dectDc service rulc::s and
regulations, on file with and approved by the Commission, as they may be amended or
superseded from time to time with the approval of the Commission.,
1. 8 Facilities:Those operating facilities including the EI Paso Substation owned by Nu- West to
which PacifiC~)rp shall provide elt:ctric power and energy pursuant to this Agreemcnt,
located at or near Soda Springs, Idaho
1.9 Firm Power and Energv: Electric power expressed in kW and associated energy expressed
in kWh intended to have assured ava11ability to Nu-West to meet all Or any agreed-upon
portion ofNu-West's load requiTemerJts.
1.10 Heavy Load Hours HLH"): Hours of the day from the hour ending 0800 through the hour
ending 2300 MO1mtaln Prevailing Time ("MPT") each Monday through Friday except
Holidays. Light Load Hours ("LLH") means an other times not -included in HLH.
11 Holidays:Holidays include only New Year s Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. When a holjday
falls on a Saturday OT Sunday, the Friday before the holiday (if the holiday falls on a
Saturday) or the Monday following the holiday (if the holiday fans 011 a Sunday) wl11 be
considered a Holiday and consequently offpeak (Light Load Hours).
1.12 Measured Demand: The Demand in kW as shown by or computed from the readings of
PacifiCorp s power (Demand) meter Icprcscnting Nu-Vlest's f,rteatest use during the Billing
Period, adjusted for Power Factor as specified in Section 4.
1.13 Point of Delivery: The point of delivery for all Firm Power and Energy del1vered to Nu~
West shall be at the existing point of interconnection between PacifiCorp and Nu- West a1
the El Paso substatio11.
1.14 Power Factor:The percentage determined by dividing Nu-West's power use in kW (real
power) by the kilovolt-ampere power load (apparent power). Nu-West's specific Power
Factor and metering criteria can be obtained from Pacifi,Corp upon request
1.15 Prudent Electrical Practices: Prudent Electrical Practices shall mean those practices
methods and equipment, as changed from time to time, mat arc commonly used in prudent
electrical engineering and operations to operate electric equipment lawfully with safety, and
that arc in accordance with the IEEE Standards utilized in the Company s Engineering
Handbook ("Handbook"), the National Electrical Safety Code, the National Electric Code
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or any other appljcable government code in effect during the tenn of this Agreement.
1.16 Tariff Rates : The Commission approved rates applicable to Nu-West, including, but not
1imited to, customer charges, demand charges, energy charges, surcharges, and credits, as
specified in Idaho Electric Service SchedLlle No. 400 or its successor.
17 Tcrmination Date:This Agreement tenninates on December 31 2010.
SECTION 2: TERM AND TERMINA TION
This Agreement shaH become effective on January 1 2006 ("Effective Date ), subject to
Commission approval., and shall remain in full force through the Termination Date following
PacifiCorp s initial delivery of electric power and energy to Nu-West in accordance with this
Agreement.
SECTION 3: DELNERY OF AND CHARGES FOR FIRM POWER AND ENERGY
Scope of Deliveries : PacifiCorp shall deliver such amounts of Firm Power and Energy to
the Point of Delivery as Nu-West requires to meet its load requirements up to, but not in
excess of, Contract Demand, subject to the provisions of Section 3.
ReQuest for Additional Contract Demand: Upon PacifiCorp s receipt of Nu-West's
YvTItten request for power and energy above the Contract Demand, PacifiCorp shall use
commercially reasonable efforts to attempt to supply such additional power under terms
and conditions acceptable to both parties. Within fifteen (15) days of the request
PacifiCorp shall advisc Nu- W cst in writing whether the additional power and energy is or
can be made available and the terms on which it can be made available. IfPacifiCorp and
Nu-West agree that PacifiCorp shall provide Nu-West with Firm Power and Energy in
excess of the Contract Demand commitments, the amount of agreed deliveries shall
become the new Contract Demaod amending and superseding the Contract Demand
!.-pecified in this Agreement. This new Contract Dcmand shall be subject to the same
p11cing and adjustments as defmcd in Section 4, Ul11ess otherwise agreed upon in writing.
Commencement of Deliveries; PacifiCorp shall make initial deliveries upon the Effcctive
Date.
Delivery Voltage: PacifiCorp shall deliver FiT1T1 Power and Energy at the Point of
Delivery in the form of three-phase, aJtemating CUITent at a nominal freqm:ncy of 60
Hertz, and at a nominal voltage of 138 000 volts. For additional information on the
delivery voltage, see the section "Voltage Level and Range" in the PacifiCorp
Engineering Handbook.
Resale of Power.N u- West shall not resell aJ1Y electric power and energy deli vered under
this Agreement to any other person or entity.
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SECTION 4: BILLING, PRICES AND PAYMENT FOR PUWER A.NO ENERGY
Billing: All billing statements for power and energy shall show the amou-nt due for the type
and quantity of power and energy purchased and charged in accordance with this Agreement
and any charges permitted or required under the applicable Electric Service Regulations.
The following charges apply.
MONTHLY CHARGES:
May - October November - April
Customer Charge $ per Month.282,282.
Demand C'harge $ per kW -month 11.19
Encrgy Charge $ per MWb
HLH Monday through Friday 23.19.
HEO800 to HE23aO M:PT
LLH All other hours and Holidays 17.33 17.
Semi-Annual Adjustment: The chargcs specified in this Section shall be adjusted semi-
annually effective July 1 , 2006 and January 1 2007 and each July 1 and January 1 thereafter
so that they equal the Tariff Rates. Th1S shall be the sole and exclusive means of adjustment
to the unit charges contained herem.
Power Factor: Thc charges arc based on Nu-West maintaining at an times a Power FactoT
85% lagging, or highet', as determined by measurement. If the average Power factor for the
Billing Period is found to be less than 85% lagging, the Measured Demand as recorded by
PacifiCorp s meter for that Billing Period will be increased by:y.. of 1. % for every 1. % that the
Power Factor is less than 85%.
4.4 paymenrs: All bi1ls shall be paid by the date specified on the bill, or in the event no date is
specified on the bill, 15 days after receipt of the bill for the month, and late charges shall be
imposed upon any delinquent amounts. Nu-West must pay all payments by EDI or wire
transfer to an account designated by PacifiCorp. The Nu-Wcsr account number must be
lududod with each wire transfer. In the event that a ponion of the bin or adjusrmem arising
hereunder is disputed, payment of the portion not in dispute shaH be made when due. Nu-
West and PaciECorp shall seek to make a determination on any disputed amount wiThin
sixty (60) days after issuance 'of Nu- West's notice of dispute. If it is dctc:rmincd thaI the
disputed amount is due PacifiCorp, Nu-West shall pay PacifiCorp within 15 days fol1owing
the determination, together with interest from the date the bill was originally due at the rate
then specified in the Electric Service Regulations on late payments or, ifno rate is specified
the then effective prime rate as established by the Morgan Guaranty Trust Bank of New
York.
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Deposits:If at any time Nu-West publicly discloses information which PacifiCorp believes
.."ill impact Nu-Wesr's abillty to pay its electric service bills, PacifiCorp may request
deposits to the extent permined under the applicable Electric Service Regulations. Such
event would be limited to public disclosurc of significant :financial losses; inability to make
scheduled debt payments; foreclosure of assets. or disclosure that the company is
considering .filing for bankruptcy. In the event Nu-West defaults in any of its obligations
under this Agreement or the applicable Electric Service Regulatlons, Pac;jfiCorp may
exercise any or all of its rights and remedies under this Agreement, the applicable Electric
Service Regulations, and under any applicable laws , rules and regulations.
SECTION 5: :METERING
Metering Equipment:PacifiCorp shall provide, maintain and test meters aud metering
equipment required for billing purposes. The parties shall specify the locations for.
PacifiCorp s installation of metering equipment in Nu-West's premises , 3Ild Nu-West shall
allow PacifiCorp access to such locations without charge during reasonable:: busincss hours.
Telecommunications F~ilities: Upon PacifiCorp s request, Nu-\Vest shall install a
dedicated telephone line for meter reading purposes without charge to PacifiCorp. Nu-West
shall pay all recurring charges related to line operation.
Secondary Metering: If the Point of Delivery is on the primary side of Nu-West'
transformers, PacifiCorp may elect to install its meter on the secondary side of the
transformers. whereupon lransfonner and other losses occurring between the Point of
Delivery and the meter shall be computed and added to the meter readings to determine the
rnonthly demand and energy consumption.
Transformer Loss Curves: If Nu-West takes service at primary voltage and if secondary
metering is used, Nu- West shaJJ . prior to commencement of service, provide PacifiCorp
with transformer loss curves and test data to allow Paci'fjCorp to calculate transformer
losses for bi111ng pwpOSC5.
SECTION 6: OPERATIONAL CONSTRAINTS
1 For details on the operational constraints and pow~r quality, refer to the PacifiCorp
Engineering Handbook, Scction- POWeT Quality. All measurements of currents and voltages
under this Section shall be taken at the Point of Delivery.
Reactive Requirements: Nu.-Westshall control3Ild llmit the flow of reactive power between
PacifiCorp s and Nu-West's system so as to maintain a Power Factor in accordance with the
Section 4.3. PacifiCorp s Billing Demands shall be Increased in accordancewjth Section 4.
for excessive reacti ve flow.
Yolta.gc Drops : In order to receIve electric servicc from Paci'6Corp, Nu-Wcst shall
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continuously comply with PacifiCorp s flicker guidelines and with the operating criteria set
forth in the PacifiCorp Engincering Handbook, Section "Voltage Fluctuation and Fliekcr
operation outside of these limits is desired, Nu-West must contact PacifiCorp for engineering
studies to be done prior to changing operations.
6.4 HanTIOn1C Distortion: Nu-West shall operate the Facilities in sueh a manner so that the
harmonic distortion and notching falls within PacifiCorp s adopted guidelines and standards
as described in the PacifiCorp Engineering Handbook. Section "Harmonic Distortion
Volta!!c Balance: NlJ-West shall operate the Facilities in such a -manner so that the
PacifiCorp system voltage balance falls within PacifiCorp s adopted guidelines and
standards as described in the PacifiCorp Engiueeri.ng Handbook in the Power Quality
S cellon.
Volta~e Tran!=:ients: Nu-West shal1 operate the Facilities in such a manner so that the
PaeifiCorp system does not experience transient magnifi.cation issues, such as those outlined
in PacifiCorp s adopted guidelines and standards as described in the PacifiCoII' Engineering
Handbook - Power Quality Section.
Remediation~Tn the event that the Nu-Vlest s operations. fall outslde of the technical
requirements of this contract. or the ~quirements set forth in the Electric Service
Regulations or adversely affects the operations of PacifiCorp s ITaJlsmission or distribution
system, or other PacifiCoI1' customers. PacifiCoII' shall give Nu- West written notice of the
corrective actions required, and Nu-Wcst shall have the opportunity for a period of fourteen
(14) days to discuss PacifiCorp s requlrements. Although PacifiCorp wm discuss the
corrective action wlth Nu-West) any final dctc-nninati.ou of the co:rrccbvc action required
shall be based on compliance with PacifiCo:q:,"s Engineering l1andbook, guidelines and
standards. After such fourteen- (14) day period, PacifiCorp shall give Nu-West its final
determination of PacifiCorp s required corrective action. Should Nu-West fail to begin to
take corrective action required by PacifiCorp withln thirty (30) days after written n()tice from
PaclfiCorp or fail to pursue completion of such coITective action with diligence. PacifiCorp
may perform such services or supply and install such equipment as it deems necessary to
provide corrective action, whereupon Nu-West shall compensate PacifiCorp for all sums
expended, all materials utilized, and all services eo:ntracted or performed, by paying a sum
equal to 110% of all costs. expenses, material, and labor charges incurred by PacifiCorp,
including PacifiCmp s internal material and labor charges and standard overhead costs. Nu-
West shall pay such sums wirhin fifteen (15) days after PacifiCorp has maiJed N1.l-West an
itemized statement of its charges therefore. TfNu-West desires to operate outside of these
limits. Nu-West shall pay for studies done by PacifiCorp to detennine the impact on other
PacifiCorp customers and lfthe proposed operation is acceptable.
Notification. Nu- West shall nm:ify PacifiCoYp prior to increasing its consumption of electric
power and energy that win exceed the nonnal operating limits of the Facilities and Nu-West
shall provide sufficient time for PacifiCorp to accommodate such loads. Nu-West shall also
notify PacifiCorp prior to any significant change in load charactenst1cs or installation of a
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significant number of devices (such as power factor coITection capacitors, dynamic brakes
adjustable speed drives, etc.) that could impact the operation of the PacifiCorp system and
the interacTIon with Nu- West's system. Please refer to the Power Quality Section in the
PacifiCorp Engineering Handbook for additional infonnation and guidelines.
SECTION 7: iNTEGRATION; AMENDMENT
This Agreement contains the emire agreement of the parties with respect to the subject
matter~ and replaces and supercedes in their entirety all prior agreements between the parties
related to the same subject matter. Except pursuant to Sections 8 and 11 below. this Agreement
may be modified only by a subsequent written amendment or agreement executed by both
parti~.
SECTION 8: JURISDICTION OF REGULATORY AUTHORITJES
1 This Agreement is subject to approval of the Comm.i ssion , IT) the event the Commission
order approving this Agreement does not provide for the dircct assignment of the revenues
and costs from this Agreement to the Idaho jurisdiction for rate making purposes,
PacifiCorp may terminate this Agreement by providing Nu-West Dotice within 30 days
the entry of the Commission s Order- In. the event that the Commission Order approving
this Abrreement contains any condition that is materially adverse to either parry, the party
adversely impacted by the condition may terminate tills Agreement by providing the other
party notice within 30 days of the entry of the Commission s Order.
2 The Electric Service Regulations of Pacifj,Corp, together with all chan,gcs and amendments
thereto as approved by the Commission, axe incorporated here1n and made a part of the
agrecmc;nt. Once the Commission approvcs the Agreemcnt, the provisions of the:;
Agreement shall take precedence over any conflicting provisions of PacifiCorp' s Electrical
Servjce Regulations.
8.3 The parties agree that the Commission has the authority to modify the rates for service
under this Agreement unde-r thl;: same standard that applies to tariff customers generally.
Accordingly, surcharges or credits that apply to service to tariff customers gEmerally will
also apply to service under this Agreement.
8.4 In the event that the statutes of the state of Idaho are amended to provide Nu-Vl est .vith the
ability to choose an c1~ctric supplier other than PacifiCorp, eitb.er party may terminate the
Agreement within 90 days of the effective date of the legislation by written notice delivered
to PacifiCorp.
SECTION 9: FORCE MATEURE
Neither Parry shall be subject to any liability or damages for inability to provide or receive
service to the extent that such failure shaH be due to causes beyond the control of e1ther
PaciflCorp or Nu-West, including. bur not limited to the following: (a) the operation and effect of
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any rules, regu1abons and orders promulgated by any Commission, munic.ipality, or
governmental agency of tho United States, or subdivision thereof (so long as the claiming party
has not applied for or assisted in the application for, and has opposed where and IO the extent
reasonable, such government action); (b) restraining order, injunction or similar decree of any
court; (c) war; (d) flood; (e) e3rl:hquakc; (f) act of God; (g) civil disturbance; or (h) strikes or
boycotts. Sbould any of the foregoing occur, the minlmum charges and early termlnation charges
that would other,yise be applicable under this Agreement shall be waived and Nu-Vlest shall
have no liability for service until Nu-West is abl e to resume service; provided , the parry claiming
Force Majeure shall make every reasonable attempt to remedy the cause thereof as diligently and
expeditiously as possible. Time periods for performance obligations of parties herein shall be
extended for the period during which Force Majeure was in effect. Tn the event that a Force
Majeure event occurs, and Nu-West does not resume service at pre-event levels within s-ix (6)
months of the beginning of the event, the contract will be treated as terminated, pursuant to
Section 2 above.
SECTION 10: ASSIGNMENT
Neither Company nor Nu-West shal1 assign this Agreement without the written consent of the
other party hereto, which shall not be unreasonably withheld; provided, Nu-West may assign this
Agreement without such consent to an entity that acquires the majority of the value of Nu- West's
operating facilities, in whjch evl;mt Nu-West as assignor shall guarantee the assignee
perfonnance of Nu-Wes(s obligations under this Agreement and funher provided that Company
may assign this Agreement without 311Y such consent to 311 entity that acquires the majority ofthe
value of Company s facilities, in which event Company as assignor, shall guarantee the
assignee s performance of Company s obligations. Any ;;Lsslgnee aT s.u.cceS$or ofNIl-We~t shall
remain subject to such allY assignee or successor s qualificatioD as a customer under Company
policies and the Electric Service Regulations, and shall be bound by this Agreement, the Electric
Service Regulations, and assume the obligations ofNu-Wcst from the date of assignment. This
Agreement shall 1-nure to the benefit aDd be biI1ding upon any authorized assignee, its agents and
assigns; provided, that nothing herein shall prevent either party from assigning this Agreement to
its parent corporation or to its survivor in connection with a corporate reorganization so long as
such assignee is solvent and is able to meet its obligations hereunder for the Agreement and the
Electric Service Regulations.
SECTION 11; INFORMATION
11.1 Furnishing Information , Upon PacifiCorp s request, Nu-West shall submit its year-end
financial statements to PacifiCorp, certified to be true and eoITCct and in accordance with
GAAP. Furthennore. Nu-Wcst shall submit additional infonnation as Paci-fiCorp may
reasonably request from time to time in furtherance of the purposes of this A~,':reemel1t.
This infonnation will be considered confidential by PacifiCorp.
11.2 AccurdcyofTnfo:rmation. Nu- West represents that aU information it has fumished or will
furnish under this section to PacifiCo-rp wi11 be accurate and complete in all material
respects. Nu-West also represents that Nu-West has not omitted and will not knowingly
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omit any fact in connection with the information to be furnished under this section which
materially and adversely affects the b11siness, operations, property or conditi.oTl of the
Facilities or the obligal'ions of PacifiCorp under this Agreement. Should PacifiCorp base
its willingness to enter into any portion ofiliis Agreement or any decision with respect to
credit, deposits or any other material matter, on inaccurate information furnished under
this section by Nu-West for any reason, PacifiCorp shall have the right to revoke iTs
decision with respect to such matter and modify this Agreement and/or its decision to
reflect the determination which PacifiCorp would have applied had PacifiCorp received
aCcllrate informat1on.
SECTION 12: REPRESENT A rIVES AND NOTICES
For the purposes of this Agreement, any notices required to be given hereunder shall be sent
postage prepaid, by registered 01' certified mall , return receipt requested (or alternately by
facsimile or any other method acceptable by both parties) to the parties at the respective
addresses below and shall be deemed to have been given when received as evidenced by the
appropriate receipt verifying delivery:
Representatives ofNu-Wcst:
Nu-West Industries, Inc.
13131 Lake Fraser Drive SE
Calgary, Alberta
T2J 7E8 Canada
Attn: Vice President SLlppJy Management
Fa."\(:[phone]
Representatives ofPacifiCorp:
Paci fi Corp
Dir.etal', B:n8!'SY Can.uaotl
825 NE Multnomah Street
Portland, OR 97232
Fax:[phone]
SECTION 13: REMEDIES; WANER
Either party may exercise any or all of its rights and remedies under this Agreement, the
applicable Electric SeTVice Regulations and under any applicable laws, rules and regulations.
PacifiCorp s liability for any action arising out of its activities relating to this Agrecmenr or
PacifiCorp s electric utility service shall be limited to repair or replacement of any non-operating
or defective portion of PacifiCorp s elecuic utility facilitics. Under no circumstances shall
PacifiCorp be liable for any economic losses, costs or damages, including bUt not limited to
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special, indirect, incidenta1~ consequential, punitive~ or exemplary damages. No provision of this
Agreement or the Electric Service Regulations shal1 be deemed to have been waivt;;d wUc::ss StIch
waiver is in writing signed by The waiving party. No failure by any party to insist upon the strict
performance of any provision of th1s Agreement, the Electric ServiCe Regulations or to exercise
any right or remedy consequent upon a breach thereof. shall constitute a. waiver of any such
breach of such provision or of any othc:r provision. No waiver of :my provision of this
Agreement or the Electric Service Regulations shall be deemed a waiver of any other provision
of this Agreement, the Electric Service Regulations or a waiver ofsuch provision with respect
any subsequent breach, unless expressly provided in writing.
SECTION 14; GOVERNThfG LAW; JURISDICTION; VENUE
All provisions of this Agreement and the rights and obligations of the parties hereto shall in
cases be governed by and constru.ed in accordance with the laws of the State of Idaho applicable
to contTacts executed in and to be wholly perfonncd in Idaho by persons domiciled in the State of
Idaho. Each party hCToto agrecs tha1 any SU1t,- action or proccc::ding seeking to enforce any
provision of, or based on any matter arising out of or in connect1on with , this Agreement, the
Electric Service Regulations or the transactions contemplated hereby or thereby. may only be
brought before the Commission, thc Federal courts located within the State of Idaho, or state
courts of the State ofIdaho, and each party hereby consents to the exclusive jurisdiction of such
forums (and of thc appellate courts therefrom) in any such suit, action or proceeding,
Furthermore, each party hereto waives, to the extent permitted by law, any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any
such forum or that any such suit.. action or proceeding which is brought in any such forum has
been brought in any inconvenient forum. If, for any reason, service ofproces5 cannot be found in
the state of Idaho, process in any such suit, action or proceeding may be served on a party
anywhere in the \J,lorld, whether within or withou.t the jurisdiction of any such foru.m.
SECTION 15: WANER OF JURY TRIAL
EACH PARTY HERETO HEREBY TRREYOCABLY WANES ANY AND ALL RlGHT
DUAL BY JURY IN ANY LEG1\L PROCEEDING ARISING OUT OF OR RELATING
THIS AGREEMENT.~ THE ELECTRIC SERVICE REGULATIONS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 16: HEADINGS
The descriptive headings contained in this Agreement are included for reference ODJ.y and shall
not affect in anyway the meaning or interpretation of this Agreement.
Page 10 of 11
TN WTTNESS \VHEREOF, the parties hereto have caused this Agreement to be executed by
person,s duly authoril'.ed as of the date first above written.
By: kA/
;(?(NC'
Namc; Chris Tworek
, Supply ManagemenlTitle:
ACU1CORP
Name: Stan K. WattC::Ts
Title: SVP, Commercial & Trading
Address:Add(ess:
Fax:[phone]
Nu-West Indusl'rie~. Inc.
13131 Lake Fraser DJive SE
Calgary, Alberta
T2l 7E8 Canada
825 NE Multno111ah Stred
Portland, OR 97232
fax:[phone]
P~lgt: 11 or 11
CERTIFICATE OF SERVICE
I hereby certify that on this 1st day of December, 2005 , I caused to be served, via u.S.
mail, a true and correct copy of the foregoing document to the following:
Chris Tworek
Nu- West Industries, Inc.
13131 Lake Fraser Drive SE
Calgary, Alberta
T2J 7E8 Canada
Peg ~
Supervisor Regulatory Administration
CERTIFICATE OF SERVICE -